RCS - Henley CLO XI DAC - Warehouse Notice of Termination - Senior Notes
24/03/2025 13:35
RNS Number : 9149B Henley CLO XI Designated ActivityCo 24 March 2025 NOTICE FROM THE BORROWER TO THE HOLDERS OF THE SENIOR NOTES BY ELECTRONIC TRANSMISSION THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (IF THEY ARE LOCATED IN THE UNITED KINGDOM), OR FROM OTHER APPROPRIATELY AUTHORISED INDEPENDENT PROFESSIONAL ADVISERS (IF THEY ARE LOCATED OUTSIDE OF THE UNITED KINGDOM). THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SENIOR NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE SENIOR NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE SENIOR NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY. THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 OR SUCH REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. If you have recently sold or otherwise transferred your entire holding(s) of Senior Notes referred to below, you should immediately forward this Notice to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. -1- HENLEY CLO XI DESIGNATED ACTIVITY COMPANY (a designated activity company limited by shares incorporated under the laws of Ireland with registered number 760702 and having its registered office at 1-2 Victoria Buildings, Haddington Road, Dublin 4, Ireland ) (the "Borrower") NOTICE TO THE HOLDERS OF Up to €360,000,000 Class A Senior Notes (being up to €360,000,000) (ISIN: XS2810263132) (the "Class A Senior Notes") Up to €360,000,000 Class B Senior Notes (being up to €360,000,000) (ISIN: XS2810263215) (the "Class B Senior Notes") Up to €360,000,000 Class C Senior Notes (being up to €360,000,000) (ISIN: XS2810263306) (the "Class C Senior Notes") Up to €360,000,000 Class D Senior Notes (being up to €360,000,000) (ISIN: XS2810263488) (the "Class D Senior Notes") Up to €360,000,000 Class E Senior Notes (being up to €360,000,000) (ISIN: XS2810263561) (the "Class E Senior Notes") Up to €10,000,000 Subordinated Notes (being up to €10,000,000) (ISIN: XS2810263645) (the "Subordinated Notes") We refer to the warehouse deed dated 9 May 2024, as amended pursuant to the terms of a deed of amendment dated 13 June 2024 (the "Warehouse Deed") made between, amongst others, the Borrower, Jefferies International Limited (as "Arranger", a "Senior Note Purchaser" and a "Subordinated Note Purchaser"), Napier Park Global Capital Ltd (as "Portfolio Manager") the "Retention Holder", a "Senior Note Purchaser" and a "Subordinated Note Purchaser") and The Law Debenture Trust Corporation P.L.C (as "Security Trustee"). Capitalised terms used herein and not specifically defined will bear the same meanings as in the Warehouse Deed. -2- Payments through the Clearing Systems in accordance with the Warehouse Deed We hereby give you notice that on 27 March 2025 (the "CLO Closing Date"), the Borrower shall redeem the Class A Senior Notes at the redemption prices specified below plus all accrued and unpaid interest in respect thereof: 1. Class A Senior Notes: 100 per cent. of the drawn principal amount outstanding, such drawn principal amount outstanding being €297,900,000 (and the payment of principal hereunder being of €297,900,000); 2. Class B Senior Notes: 100 per cent. of the drawn principal amount outstanding, such drawn principal amount outstanding being €0 (and the payment of principal hereunder being of €0); 3. Class C Senior Notes: 100 per cent. of the drawn principal amount outstanding, such drawn principal amount outstanding being €0 (and the payment of principal hereunder being of €0); 4. Class D Senior Notes: 100 per cent. of the drawn principal amount outstanding, such drawn principal amount outstanding being €0 (and the payment of principal hereunder being of €0); 5. Class E Senior Notes: 100 per cent. of the drawn principal amount outstanding, such drawn principal amount outstanding being €0 (and the payment of principal hereunder being of €0); and 6. Subordinated Notes: 100 per cent. of the drawn principal amount outstanding, such drawn principal amount outstanding being €4,965,000 (and the payment of principal hereunder being of €4,965,000), such payment of principal and interest hereunder, the "Cleared Closing Date Payment". For the avoidance of doubt, the Class B Senior Notes, the Class C Senior Notes, the Class D Senior Notes and the Class E Senior Notes are not considered outstanding under the terms of the Warehouse Deed as they have not been drawn. The Class B Senior Notes, the Class C Senior Notes, the Class D Senior Notes and the Class E Senior Notes shall therefore also be fully and finally redeemed on the CLO Closing Date without the need for any payment to be made in respect thereof. Cancellation of the Senior Notes In connection with and following the occurrence of the redemptions referred to above, the Borrower shall instruct the Note Paying Agent to liaise with the Common Depositary, who will in turn co-ordinate with the Clearing Systems accordingly to cancel all undrawn amounts in respect of the Senior Notes which, for the avoidance of doubt, are set out below: Class A Senior Notes: €62,100,000 Class B Senior Notes: €10,000,000 Class C Senior Notes: €1,000,000 -3- Class D Senior Notes: €1,000,000 Class E Senior Notes: €1,000,000 Cancellation of the Subordinated Notes In connection with and following the occurrence of the redemptions referred to above, the Borrower shall instruct the Note Paying Agent to liaise with the Common Depositary, who will in turn co-ordinate with the Clearing Systems accordingly to cancel all undrawn amounts in respect of the Subordinated Notes which, for the avoidance of doubt, are set out below: Subordinated Notes: €5,035,000 For the avoidance of doubt all principal and interest paid in respect of the Cleared Closing Date Payment hereunder shall be paid only in respect of the Class A Senior Notes and Subordinated Notes (as applicable) with a drawn principal amount outstanding and no amounts shall be paid through the Clearing Systems (whether on a pro rata basis or otherwise) in respect of any undrawn amounts which are to be cancelled on each other Class of Senior Notes or Subordinated Notes (as applicable). Each of clauses 38 (Governing Law and Jurisdiction) and 39 (Limited Recourse and Non-petition) of the Warehouse Deed are incorporated in this letter as if set out in full herein. No person has been authorised to give information, or to make any representation in connection therewith, other than contained herein. The delivery of this Notice at any time does not imply that the information contained within it is correct as at any time subsequent to its date. -4- This Notice is issued by: HENLEY CLO XI DESIGNATED ACTIVITY COMPANY as the Borrower Dated 20 March 2025 Contact details:
| To the Borrower: To the Portfolio Manager: | Henley CLO XI Designated Activity Company 2nd Floor, 1-2 Victoria Buildings Haddington Road Dublin 4, D04 XN32 Ireland Attention: The Directors Email: IESPV@intertrustgroup.com Napier Park Global Capital Limited 5 Hanover Square 5th Floor London W1S 1HE United Kingdom |